Lisa Winston Hicks

About Lisa Winston Hicks

Lisa Winston Hicks, 58, has served on FirstEnergy’s Board since 2021 and as Lead Independent Director since May 2022, bringing deep legal, compliance, and energy-sector governance expertise to the role . She holds a B.A. in Political Science from Stanford University and a J.D. from Harvard Law School . As Lead Independent Director, she presides over executive sessions, acts as principal liaison between independent directors and management, helps shape agendas and evaluations, participates in CEO performance/compensation review, succession planning, and investor outreach, and may attend all committee meetings .

Past Roles

Organization	Role	Tenure	Committees/Impact
MV Transportation, Inc. (private)	EVP, General Counsel & Corporate Secretary	2012–2018	Directed legal affairs, acquisitions, litigation, compliance, and corporate governance
TXU Corp.	Senior Vice President & Associate General Counsel	2004–2008	Legal leadership at a Dallas-based energy holding company
Energy Future Holdings (post-TXU acquisition)	Corporate Secretary; SVP & Associate General Counsel	Not disclosed	Managed board functions, corporate governance, compliance, security programs, benefits, executive compensation, litigation, risk, and strategy
U.S. Department of Justice; White House	Associate Counsel to the President	Not disclosed	Federal legal/governance experience

External Roles

Organization	Role	Tenure	Notes
MV Transportation, Inc. (private)	Board Chair	2014–2022	Retired board chair; private passenger transportation services

Board Governance

Independence: The Board affirmatively determined Hicks is independent under FE Corporate Governance Policies, SEC rules, and NYSE listing standards (March 2025 review) .
Lead Independent Director responsibilities: Executive session presiding; liaison; meeting convening; agenda/input on materials; performance evaluations; succession; investor engagement; authority to attend all committee meetings .
Attendance/engagement: Board held 10 meetings in 2024; directors’ overall attendance ~94% and all directors attended >75% of Board and committee meetings, and the 2024 Annual Meeting; lead independent director presided over all independent director executive sessions .
Committee memberships (2024):
- Compensation Committee (member; 5 meetings)
- Finance Committee (member; 6 meetings)
- Operations & Safety Oversight Committee (member; 8 meetings)

Committee	Role	Chair?	Meetings (FY2024)
Compensation	Member	No	5
Finance	Member	No	6
Operations & Safety Oversight	Member	No	8

Fixed Compensation

Metric	FY2024 Amount
Cash fees earned	$192,038
Stock awards (equity retainer)	$159,908
Total director compensation	$351,946

Program structure (company-wide):

Annual cash retainer: $115,000 (2024)
Annual equity retainer: ~$160,000 in common stock, paid quarterly
Lead Independent Director additional cash retainer: $35,000
Committee chair retainers (not applicable to Hicks): Audit $25,000; Compensation $20,000; Governance/Finance/Operations $15,000

Performance Compensation

Directors receive equity retainers as fixed quarterly grants (no performance options/PSUs; no meeting fees). Quarterly grant fair values per share in FY2024:

Grant Date	Fair Value per Share
April 1, 2024	$38.33
July 1, 2024	$38.48
October 1, 2024	$44.41
January 2, 2025	$39.99

Design features:

Equity retainer made under 2020 Incentive Plan; paid in common stock; no option awards outstanding for directors as of Dec 31, 2024 .

Other Directorships & Interlocks

Category	Details
Current public company boards	None disclosed for Hicks
Compensation Committee interlocks	None; the 2024 Compensation Committee had no interlock/insider participation relationships
Investor nomination arrangements on FE Board	Blackstone has one director nominee pursuant to 2021 SPA (Heidi L. Boyd), not related to Hicks

Expertise & Qualifications

Legal, regulatory, compliance, and corporate governance leadership across utility/energy and transportation sectors .
Energy-sector experience (TXU/Energy Future Holdings), litigation and risk oversight; prior DOJ/White House legal roles .
Serves on Finance and Operations committees, aligning with oversight of financial strategy and operational safety/reliability .

Equity Ownership

Metric	Amount
Shares beneficially owned (common)	2,551
Director Deferred Stock Units (DDCP) payable in stock	12,863
Director ownership guideline	6x annual cash retainer ($720,000 in common stock) within five years
Guideline compliance status	Company states each director has either attained or is expected to attain within allotted time

Governance policies affecting alignment:

Anti-hedging and anti-pledging policies apply to directors; prohibitions on short sales, derivatives, margin accounts, and pledging (standing orders restricted) .

Governance Assessment

Strengths: Independent Lead Director with broad authority and active role in evaluations, succession, and shareholder engagement ; multi-committee membership (Compensation/Finance/Operations) ensures cross-functional oversight ; independence confirmed ; robust anti-hedging/anti-pledging and director ownership guidelines bolster alignment .
Engagement: Board maintained regular executive sessions and high attendance; independent director sessions presided by Hicks .
Compensation alignment: Director pay is balanced between cash retainer and equity (quarterly grants), with no options or performance awards; no excessive perquisites, and no gross-up on director equity grants .
Conflicts/related parties: No related-person transactions disclosed involving Hicks; Compensation Committee reported no interlocks .
Board credibility signals: Board resolved HB6-related derivative matters and dissolved special litigation committees in 2024, reducing legacy legal uncertainty ; ongoing audited Political & Lobbying Action Plan with no material violations identified in 2024 .